During the year under review, global economy continued to remain under
pressure. The growth rates fell mainly in all the emerging economies,
and the major economies such as China, Japan and Euro zone showed signs
of slow down. USA was better placed amongst the developed economies.
Within the country, there were signs of improvement post formation of
the new Government in the Center and ours was one of the better
performing economies growing by 7.2% compared to 6.9% in 2013-14.
During the year under review, the Company has not changed any of its
Business.

Lower crude prices and the initial positive sentiments due to a new
government being in the Center helped improving the general economic
scene. Lower inflation and resultant moderate reduction in effective
interest rates also helped to some extent. However, the major revival
of the economy In general is yet to take place. Notwithstanding these
not so positive economic conditions, your company was in a position to
perform relatively better, mainly because of orders from infrastructure
and Oil & Gas projects. During this year, your companys net revenues
grew by 23.84% while Profit Before Tax grew by 21.71 %. The Profit
After Tax was higher by 20.80%.

3. Dividend

The Board is pleased to recommend a dividend of Rs. 5.50/- per Equity
Share having face value of Rs. 2/- each (i.e. 275% on the paid-up
capital) for the year ended 31s1 March 2015 for consideration of the
Members at the ensuing Annual General Meeting. The total dividend
payout for the financial year 2014-15 shall be Rs. 3093.24 lacs
comprising of dividend amounting to Rs. 2570.04 lacs and dividend tax of
Rs.523.20 lacs.

4. Transfer to General Reserve

A sum of X10,000 lacs has been transferred to the General Reserve of
the Company for the financial year 2014-15.

5. Share Capital

The paid up Equity Share Capital as on March 31,2015 was Rs. 934.56 Lacs.

6. Allotment of shares under employee stock options

During the year under review, 44,550 equity shares were allotted on
exercise of the options granted under ESOS, 2006. Total 5,22,000
options lapsed on expiration of the scheme on 31 st October, 2014,

7. Finances

The Company has repaid the installments of Long Term ECB amounting to Rs.
818.00 Lacs during the current year. The outstanding amount of Long
Term ECB as on 31 st March, 2015 was equivalent to Rs. 1681.60 Lacs.

There were no material changes and commitments affecting the financial
position of the Company which occurred between the end of the financial
year to which these financial statements relate and the date of this
Report,

8. Fixed Deposits

Your Company has not invited or accepted any deposits from the
shareholders and public during the year. There are no outstanding and
overdue deposits as at 31 st March, 2015,

9. Particulars of loans, guarantees or investments under Section 186

Details of Loans, Guarantees and Investments covered under the
provisions of Section 186 of the Companies Act, 2013 are given in the
notes to the Financial Statements.

10. Directors and Key Managerial Personnel A) Directors

a) Shri Jayanti. M. Sanghvi will retire at the forthcoming Annual
General Meeting of the Company and being eligible, offers himself for
reappointment.

b) Pursuant to the Provisions of Sections 149,152 and other applicable
provisions of the Companies Act, 2013 and the rules made thereunder,
read with Schedule IV to the Companies Act,2013, your Directors
appointed Smt. Niddhi G. Gadhecha as an Additional Director of the
Company to hold office upto the ensuing Annual General Meeting,

The Company has received notice together with requisite deposit of X1
Lac under Section 160 of the Companies Act, 2013, from a member of the
Company proposing the candidature of Smt. Niddhi G. Gadhecha as an
Independent Director, for a continuous term upto the conclusion of 35th
Annual General Meeting to be held in the Year 2019, Her office as
Independent Director shall not be subject to retirement by rotation.

Details of the proposal for appointment of Smt. Niddhi G. Gadhecha are
mentioned in the Explanatory Statement under Section 102 of the
Companies Act, 2013 of the Notice of the ensuing Annual General
Meeting.

c) The Company has received declarations from all the Independent
Directors of the Company confirming that they meet the criteria of
independence as per Section 149 (6) of the Companies Act, 2013 and
Clause 49 of the Listing Agreement with the Stock Exchanges.

d) Annual Evaluation of Directors

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of
the Listing Agreement, the Board has carried out an annual performance
evaluation of Its own performance, the directors individually as well
as the evaluation of the working of its Audit, Nomination and
Remuneration Committees. The manner in which the evaluation has been
carried out has been explained in the Corporate Governance Report,

METALS

e) Remuneration Policy

The Board has framed a policy for selection and appointment of
Directors, Senior Management and their remuneration as recommended by
the Nomination & Remuneration Committee. The Remuneration Policy is
stated in the Corporate Governance Report.

f) The details of programmes for familiarisation of Independent
Directors with the Company, their roles, rights, responsibilities in
the Company, nature of the industry in which the Company operates,
business model of the Company and related matters are put up on the
website of the Company at the link: http://www.
ratnamani.com/investors_relations. html

B) Key Managerial Personnel

Mr. Rajeev Mundra has been appointed as a Company Secretary and
Compliance officer of the Company in the Board meeting held on 21 st
May, 2014 and resigned in the Board meeting held on 7th August, 2015.

Mr. Jigar Shah has been appointed as a Company Secretary and Compliance
officer with effect from 20th August, 2015.

11. Statutory Auditors

In compliance with the Companies (Audit and Auditors) Rules,2014, M/s.
Mehta Lodha & Co., Chartered Accountants and M/s. S.R.B.C & Co. LLP,
Chartered Accountants, Statutory Auditors of the Company, have been
appointed as Statutory Auditors of the Company to hold office till the
conclusion of the 33rd and 35th Annual General Meeting respectively, as
approved by the members at their 30th Annual General Meeting held on 11
th September, 2014.

Further, pursuant to the requirement of Section 139 of the Companies
Act, 2013, the appointment of Statutory Auditors is to be ratified by
the members at every Annual General Meeting. Members are requested to
ratify their appointment for the F.Y. 2015-16,

The Notes on financial statement referred to in the Auditors'' Report
are self-explanatory and do not call for any further comments. The
Auditors'' Report does not contain any qualification, reservation or
adverse remark.

12. Cost Auditors

Your Directors have, on the recommendation of the Audit Committee,
appointed M/s N. D. Birla & Co., Cost Accountants to audit the Cost
accounts of the Company for the financial year 2015-16 on a
remuneration of Rs. 1,00,000/- plus taxes as applicable and out of pocket
expenses. As required under the Companies Act, 2013, the remuneration
payable to the Cost Auditors is required to be placed before the
Members in a general meeting for their ratification. Accordingly, a
Resolution seeking Members'' ratification for the remuneration payable
to M/s N.D. Birla & Co., Cost Accountants is included at item No. 6 of
the Notice convening the Annual General Meeting. The Cost Auditors''
Report does not contain any qualification, reservation or adverse
remark,

13. Secretarial Audit Report

In line with the requirements of Section 204 of the Companies Act, 2013
and the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 read with other applicable provisions, if any;
the Board of Directors of the Company had appointed M/s M. C. Gupta &
Co. Company Secretaries to conduct Secretarial Audit of the Company
for the financial year 2014-15. The Secretarial Audit Report for the
financial year ended March 31, 2015 is annexed with the Directors''
Report and forms part of the Annual Report as given inAnnexure-"H",

14. Credit Rating

CRISIL has upgraded the rating for the Companys long-term borrowings to
"AA" from "AA(-)" and reaffirmed "Al " (Al plus) for its short-term
borrowings.

15. Subsidiaries and Consolidated Financial Statement

During the year under review, the Company has setup a Wholly Owned
Subsidiary in the State of Delaware, USA in the name "Ratnamani Inc". A
report on the performance and financial position of the subsidiary is
given in Annexure-"B". Your Directors have pleasure in attaching the
Consolidated Financial Statements pursuant to Clause 32 read with
Clause 41 of the Listing Agreement entered into with the Stock
Exchanges and prepared in accordance with Accounting Standard 21
(Consolidated Financial Statements) of the Institute of Chartered
Accountants of India, for financial year ended March 31, 2015. The
Consolidated Financial Statements presented by the Company include
financial results of its subsidiary company

16. Particulars of Employees

The information reguired pursuant to Section 197 read with Rule 5 of
The Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014 in respect of employees of the Company is set out in
Annexure-"F" forming part of this report.

17. Risk Management

Your company has an elaborate Risk Management procedure covering
Business Risk, Operational Controls Assessment and its Policy and
Compliance processes. Major risks identified by the businesses and
functions are systematically addressed through mitigating actions on a
continuing basis. Some of the identified risks relate to currency
exchange and raw material cost volatility. Your company has set up a
new Risk Management Committee in accordance with the requirements of
Listing Agreement to monitor the risks and their mitigating actions.
The key risks and mitigating actions are also placed before the Audit
Committee of the Company.

Foreign Exchange transactions are fully covered with strict limits
placed on the amount of uncovered exposure, if any, at any point in
time. There are no materially significant uncovered exchange rate risks
In the context of companys imports and exports. The Company accounts
for mark-to-market gains or losses every quarter end, in line with the
requirements of Accounting Standard 11. The details of foreign exchange
earnings and outgo as required under Section 134 and Rule 8(3) of the
Companies (Accounts) Rules, 2014 are mentioned in Annexure-''A",

18. Internal Control Systems and Their Adequacy

The Company has Internal Control Systems, commensurate with the size,
scale and complexity of its operations. The Internal Audit function is
handled by an external firm namely M/s. G. K. Choksi & Co. Chartered
Accountants. The internal control systems are regularly being reviewed
by the Companys Internal Auditors with a view of ensure that these are
working properly and wherever required, are modified / tighten to meet
the changed business requirements, All the process owners are
certifying the compliance to all applicable rules, regulations and laws
every quarter to the Board and are responsible to ensure that internal
controls over all the key business processes are operative. The scope
of the Internal Audit is defined and reviewed every year by the Audit
Committee and inputs, wherever required, are taken from the Statutory
Auditors,

The Internal Auditors look into and evaluate the efficacy and adequacy
of internal control system in the Company, its compliance with
operating systems, accounting procedures and policies at all locations
of the Company. Based on the report of Internal Auditors, major audit
observations and corrective actions thereon are presented to the Audit
Committee of the Board.

19. Directors'' Responsibility Statement

Pursuant to Section 134 (5) of the Companies Act, 2013, the Board of
Directors hereby states and confirms that:

a. in the preparation of the annual accounts, the applicable
Accounting Standards had been followed, along with proper explanations
relating to material departures.

b. the Directors had selected such accounting policies and applied
them consistently and made judgments and estimates that are reasonable
and prudent so as to give a true and fair view of the state of affairs
of the Company at the end of the financial year and of the profits of
the Company for that period,

c. the Directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 2013 for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities.

d. the Directors had prepared the Annual Accounts on a ''going concern1
basis.

e. the Directors had laid down internal financial controls to be
followed by the Company and that such internal financial controls are
adequate and were operating effectively.

f. the Director had devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems were
adequate and operating effectively.

Your company is committed to the tenets of good Corporate Governance
and has taken adequate steps to ensure that the requirements of
Corporate Governance as laid down in Clause 49 of the Listing Agreement
are complied with. The details are given in Annexure-"C".

The Board has framed Code of Conduct for all Board members and Senior
Management of the Company and they have affirmed the compliance during
the year under review,

The Board has also framed "Code of Practices and Procedures for Fair
Disclosure of Unpublished Price Sensitive Information". The Code casts
obligations upon the Directors and Officers of the Company to preserve
Price Sensitive Information, which may likely to have a bearing on the
share price of the Company. Those In the knowledge of any such
information are prohibited to use such Information for any personal
purpose, Similarly, the Code also prescribes how such information needs
to be handled, disclosed or made available to the Public through Stock
Exchanges, Companys web site. Press, Media, etc. The Company Secretary
has been entrusted with the duties to ensure compliance.

The Board has received CEO/CFO Certification under sub-clause V of the
Clause 49 of the Listing Agreement.

As per Clause 49 of the Listing Agreement with the Stock Exchanges, the
Corporate Governance Report, Management Discussion and Analysis and the
Secretarial Auditor''s Certificate regarding compliance of conditions of
Corporate Governance are attached and form part of the Annual Report.

Information required under Section 134 (3) (m) of the Companies Act,
2013, read with Rule 8 (3) of the Companies (Accounts) Rules, 2014, as
amended from time to time is given in Annexure-"A" forming part of this
report.

The Company has commissioned windmills at various places for "Green
Energy Generation", thus continuing to contribute, in a small way,
towards a greener and cleaner earth,

22. Corporate Social Responsibility (CSR)

The Corporate Social Responsibility Committee (CSR Committee) has
formulated and recommended to the Board, a Corporate Social
Responsibility Policy (CSR Policy) indicating the activities to be
undertaken by the Company, which has been approved by the Board.

The CSR Policy may be accessed on the Companys website at the link:
http://www.ratnamani.com / corporate_social_responsibility. html

The key philosophy of all CSR initiatives of the Company is guided Py
the Companys philosophy of giving backto the society as a responsible
corporate citizen,

The Company has identified the following as focus areas of engagement:

e. The Company would also like to undertake other need-based
initiatives in future.

During the year, the Company has spent Rs. 157.46 lacs out of Rs. 362.20
lacs (2% of the average net profits of last three financial years) on
CSR activities. The Annual Report on CSR activities is annexed herewith
marked as Annexure-"D". The reasons for not spending total amount are
mention therein,

23. DISCLOSURES:

Vigil Mechanism

The vigil Mechanism of the Company, which also incorporates a whistle
blower policy in terms of the Listing Agreement, Protected disclosures
can be made by a whistle blower through an e-mail, or a letter to the
Chairman of the Audit Committee,

The Policy on vigil mechanism and whistle blower policy may be accessed
on the Companys website at the link: http://www.ratnamani.com /
downloads / investorsjnformation / VIGIL%20MECHANISM- POLICY.pdf

Related Party Transactions

All the related party transactions that were entered into during the
financial year were on an arm''s length basis and were in the ordinary
course of business. There were no materially significant related party
transactions made by the Company with Promoters, Directors, Key
Managerial Personnel or other designated persons which may have a
potential conflict with the interest of the Company,

All Related Party Transactions have been placed before the Audit
Committee and also the Board for approval.

The Company has framed a Related Party Transactions Policy for the
purpose of identification and monitoring of such transactions. The
policy on Related Party Transactions as approved by the Board is
uploaded on the Company''s website at link http://ratnamani.com /
downloads / investors Jnformation/RELATEDJ3ARTY_TRA_POUCY. pdf.

Since all related party transactions entered into by the Company were
in ordinary course of business and were on an arm''s length basis, form
AOC - 2 is not applicable to the Company.

Meetings of the Board

Five meetings of the Board of Directors were held during the year. For
further details, please refer report on Corporate Governance on page
no. 24 of this Annual Report.

Extract of Annual Return

Extract of Annual Return in Form No. MGT-9 of the Company is annexed
herewith as Annexure-"E" to this Report.

The Company is an equal opportunity company and has zero tolerance for
sexual harassment at workplace, It has adopted a policy against sexual
harassment in line with the provisions of Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the
rules framed thereunder,

During the financial year 2014-15, there was no complaint/case of
sexual harassment and hence no complaint remains pending as of 31
March, 2015,

General

Your Directors state that no disclosure or reporting is required in
respect of the following items as there were no transactions /
instances on these items during the year under review:

a. Issue of equity shares with differential rights as to dividend,
voting or otherwise,

b. Issue of shares (including sweat equity shares) to employees of the
Company under any scheme save and except ESOS referred to in this
Report,

c. Neither the Managing Director nor the Whole-time Directors of the
Company receive any remuneration or commission from any of its
subsidiaries,

d. No significant or material orders were passed by the Regulators or
Courts or Tribunals which impact the going concern status and companys
operations in future.

Appreciation

Your Directors wish to place on record their gratitude for the valuable
guidance and support rendered by the Government of India, various State
Government departments, Financial Institutions, Banks and various
stakeholders, such as, shareholders, customers and suppliers, among
others, The Directors also commend the continuing commitment and
dedication of the employees at all levels, which has been critical for
the Companys success. The Directors look forward to continued support
of all stakeholders in future also.

For and on behalf of the Board of Directors

Place : Ahmedabad Prakash M. Sanghvi

Date : August 7, 2015 Chairman and Managing Director

DIN :00006354

Mar 31, 2014

Dear Shareholders,

The Directors are pleased to present the 30th Annual Report and the
Audited Financial Statements of the Company for the year ended 31 st
March 2014,

Your Directors are pleased to recommend a dividend of Rs. 4.50/- per
Equity Share having face value of Rs. 21- each for the year ended 31st
March 2014 (previous year Rs. 4 per Equity Share) for consideration of
the Members at the ensuing Annual General Meeting. Total outgo on this
account, including tax thereon, will beRs. 2457.78 lacs.

Transfer to General Reserve

A sum of Rs.9000 lacs has been transferred to the General Reserve of the
Company for the financial year 2013-14.

Operational Review

Operating in a volatile and uncertain environment, the company
demonstrated the resilience of its business model. The Company has
achieved net revenue from operations of Rs. 1,32,610.49 Lacs compared to
previous year''s Rs. 1,20,112.75 Lacs registering a growth of 10,4%.
Profit Before Tax at Rs. 21,422.19 Lacs was higher by 6.3% compared to Rs.
20,151.13 Lacs in 2012-13. Profit After Tax was Rs. 14,280.82 Lacs in
2013-14 as compared toRs. 13,595.00 Lacs in 2012-13 registering a growth
of 5.04%.

Operations

Your company is enjoying a leadership position in industrial high-end
application Stainless Steel Tubes & Pipes and Carbon Steel Pipes within
the country and the focus has been to continuously build upon this
strength. The Company has been investing in incremental capacity
built-up, expanding the product range and the latest testing facilities
every year. The products of the Company have found acceptance in well

developed markets viz. Japan, South Korea, USA, Europe, etc. This has
helped In ensuring a consistent performance notwithstanding the gloomy
economic situation within the country and overseas during major part of
last financial year,

Projects Under Implementation

The Company has undertaken a project to increase its existing capacity
in Stainless Steel Seamless Tubes by approx Rs. 4200 MT p.a. at Indrad
at a cost of approx Rs. 110 crores during the year 2012-13. Major part of
CAPEX has been done and production has already been started. It is
expected to be fully commissioned by September/ October 2014.

Transfer to Investor Education and Protection

Pursuant to Section 205C of Companies Act, 1956, the Company has
transferred unpaid/unclaimed final dividend for financial year upto
2005-06 to Investor Education and Protection Fund of Government of
India, The details including last date of claiming of unclaimed /
unpaid dividend amount is given at the end of the Notice of the Annual
General Meeting,

Listing

The eguity shares continue to be listed on BSE Limited (BSE) and the
National Stock Exchange of India (NSE), The Company has paid annual
listing fee for the financial year 2014-15 to BSE & NSE and annual
custody fee to National Securities Depository Limited and Central
Depository Services (India) Limited.

Fixed Deposits

Your Company has not invited or accepted any deposits from the
shareholders and public during the year,

DIRECTORS

In accordance with the reguirement of the Section 149 and 152 read with
Schedule IV and all other applicable provisions of the Companies Act,
2013 and the Companies (Appointment and Qualification of Directors)
Rules, 2014 (including any statutory modlflcatlon(s) or re-enactment
thereof for the time being in force ) and Clause 49 of the Listing
Agreement, Shri Shanti M. Sanghavi is liable to retire by rotation and
being eligible, offer himself for re-appointment at the ensuing Annual
General Meeting. Shri Shant M, Sanghvi is related to Shri Prakash M.
Sanghvi and Shri Jayanti M. Sanghvi, being brothers.

Shri Divyabhash C, Anjaria, Dr. Vinod Kumar M. Agrawal and Shri.
Pravlnchandra M. Mehta are proposed to be appointed as Independent
Directors of the Company under section 149 of the Companies Act, 2013
and are not related to any Director of the Company,

The notice convening the Annual General Meeting includes the proposal
for re-appointment of Shri Shanti M. Sanghvi as Wholetime Director and
appointment of Independent Director for a term of 4 (Four] consecutive
year upto the conclusion of the 34th Annual General Meeting of the
Company in the Calendar year 2018.

PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND
FOREIGN EXCHANGE EARNINGS AND OUTGO

Information pursuant to Section 217 (1) (e) of the Companies Act, 1956
read with Companies (Disclosure of Particulars in the Report of the
Board of Directors) Rules, 1988 regarding conservation of energy.
Technology absorption and foreign exchange earnings and outgo is given
in Annexure A1 forming part of this report,

The Company has commissioned windmills at various places for "Green
Energy Generation". Thus contributing in a small way towards a greener
and cleaner earth,

Particulars of Employees

In terms of Section 217 (2A) of the Companies Act, 1956, read with the
Companies (Particulars of Employees Rules) 1975 as amended from time to
time, the particulars of employees are set out in Annexure ''B'' to this
report,

Corporate Governance Report

Your Company has implemented the conditions of Corporate Governance as
contained in Clause 49 of Listing Agreement. Separate reports on
Corporate Governance and Management Discussion and Analysis along with
requisite certificate from M/s M. C. Gupta & Co. Practising Company
Secretaries regarding compliance of conditions of Corporate Governance
are enclosed in this Annual Report as Annexure C.

The Board has formed Code of Conduct for all Board members and Senior
Management of the Company and they have affirmed the compliance during
the year under review.

The Board has received CEO/CFO Certification under sub-clause V of the
Clause 49 of the Listing Agreement.

Employees Stock Option Scheme (ESOS- 2006)

As required by SEBI (Employee Stock Option Scheme and Employees Stock
Purchase Scheme) Guidelines 1999, detailed disclosure is enclosed as
per Annexure ''D'' and forms part of this report.

In terms of the provisions of the Companies Act, 2013 and rules made
thereunder, M/s, Mehta Lodha & Co, can be appointed for a maximum
period of three years and M/s. S. R. Batliboi & Associates LLP
Chartered Accountants have expressed their unwillingness to be
re-appointed,

M/s. S. R. B. C. & Co. LLP is proposed to be appointed in place of M/s.
S. R. Batliboi & Associates LLP till the conclusion of 35th Annual
General Meeting of the Company. Accordingly, Directors recommends their
appointment as Joint Statutory Auditors of the Company.

The Company has received letters from both of them to the effect that
their appointment, if made, would be within the prescribed limits under
Section 141 (3)(g) of the Companies Act, 2013 and that they are not
disqualified for reappointment,

The Notes on annual accounts referred to in the Auditors'' Report are
self-explanatory and do not call for any further comments,

a. that in the preparation of the annual accounts, the applicable
Accounting Standards have been followed, along with proper explanation
relating to material departures;

b. that the Directors have selected such accounting policies and
applied them consistently and made judgments and estimates that are
reasonable and prudent so as to give a true and fair view of the state
of affairs of the Company at the end of the financial year and of the
profits of the Company for that period;

c. that the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956 for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities;

d. that the Directors have prepared the Annual Accounts on a ''going
concern'' basis.

Your Directors wish to place on record their gratitude for the valuable
guidance and support rendered by the Government of India, State
Governments, Financial Institutions, Banks and various stakeholders,
such as, shareholders, customers and suppliers, among others. The
Directors also commend the continuing commitment and dedication of the
employees at all levels, which has been critical for the Company''s
success. The Directors look forward to continued support of all
stakeholders in future also.

Your Directors are pleased to recommend a dividend of Rs. 4/- per Equity
Share having face value of Rs. 2/- each for the year ended 31st March
2013 (previous year Rs. 3 per Equity Share), for consideration of the
Members at the ensuing Annual General Meeting. Total outgo on this
account including tax thereon willbeRs.2172.151acs.

TRANSFER TO GENERAL RESERVE

A sum of Rs. 6000 lacs has been transferred to the General Reserve of the
Company for the financial year 2012-13.

REVIEW OF OPERATIONS General

The year under review witnessed slowdown in growth and more
particularly, industrial growth, global economic and financial
conditions remained troubled. Investment and saving rates have come
down. The implementation of projects has slowed. Inflation continued
to remain high. The current account deficit also remained a source of
concern. Further, the slow pace of growth has depressed profitability,
stretched balance sheets, and weakened sentiment and expectations.

Operations

Your Company manufactures Stainless Steel Tubes & Pipes and Carbon
Steel Pipes in wide size ranges for wide spectrum of applications in
various industries including Oil & Gas explorations. Refineries &
Petrochemicals, Power industries. Chemical, Fertilizer, Desalination,
Atomic energy. Water & Sewerage, Paper & Pulp industries etc. The year
under review witnessed tremendous downward growth in the key sectors
i.e. Oil & Gas and Power due to various reasons. The scenario with
regard to the said sectors was not different worldwide, as there was a
severe pressure in other part of the globe too. There were severe
constraints in the projects being implemented in time, not only in
India but elsewhere in the world. The scenario for the sunrise sector,
i.e. Power sector in India has gone through very bad phase and the
Company saw many projects being put on hold for various reasons such as
environmental clearances, non-availability of coal supply agreement
etc. Again, due to the slowdown in the Europe, there was a lot of
pressure on pricing. The Company undertook all business initiatives to
optimise its capacity utilisation. There has been optimum capacity
utilisation in SS division vis-a-vis moderate in CS division on account
of fierce competition and overall scenario.

Financial Performance

Despite the challenging scenario, your Company continued to be
successful and has performed well; the performance has established a
new milestone for the Company. The major factors attributable to this
include strong business initiatives strengthened with the sound domain
knowledge, consistent product quality aligned to customer expectations,
product mix, captive skills partnered with cost consciousness and
persistent focus on efficiencies.

During the year 2012-13, revenues from operations were Rs. 120112.75
lacs, though reduced marginally but PBT increased by 44.80% from Rs.
13916.11 lacs to Rs. 20151.13 lacs, and profit after tax surged 44.15%
from Rs. 9431.32 lacs to Rs. 13595.00 lacs. EPS went up by 21.92% from Rs.
23.90 to Rs. 29.14, strengthening shareholder''s value.

MANAGEMENT DISCUSSION & ANALYSIS

A management discussion and analysis report is annexed and forms an
integral part of the annual report.

The information pertaining to conservation of energy, technology
absorption, foreign exchange earnings and outgo, as required under
section 217(l)(e) of the Companies Act, 1956, read with the Companies
(Disclosure of Particulars in the Report of the Board of Directors)
Rules, 1988 is given as per Annexure A'' forming part of this Report.

The Company has commissioned windmills at various places for "Green
Energy Generation". Thus contributing in every way possible towards
greener and cleaner earth.

PARTICULARS OF EMPLOYEES

The particulars of employees under the Companies (Particulars of
Employees) Rules, 1975 as amended up to date, which is required to be
included in the Directors'' Report pursuant to Section 217 (2A) of the
Companies Act, 1956 is enclosed herewith as Annexure ''B'' forming part
of this Report.

CORPORATE GOVERNANCE REPORT

Your Company has been practising the principles of good Corporate
Governance over the years. Your Company has complied with the
conditions of Corporate Governance as contained in clause 49 of the
listing agreement.

The Board has formed Code of Conduct for all Board members and Senior
Management of the Company and they have affirmed the compliance during
the year under review.

The Board has received CEO/CFO Certification under sub-clause V of the
Clause 49 of the Listing Agreement.

The Company has formed Code of Conduct for prevention of Insider
Trading as required by SEBI (Prohibition of Insider Trading)
Regulations 1992 as amended from time to time. The code ensures
prevention of dealing in the Company''s shares by persons having access
to unpublished price sensitive information.

A separate report on Corporate Governance is enclosed as part of this
Annual Report and marked as Annexure ''C. Requisite certificate from M/s
M. C. Gupta & Co., Practising Company Secretaries regarding compliance
of conditions of Corporate Governance as stipulated under the Clause 49
of the Listing Agreement is annexed to the report of Corporate
Governance.

EMPLOYEES STOCK OPTION SCHEME (ESOS-2006)

As required by SEBI (Employees Stock Option Scheme and Employees Stock
Purchase Scheme) Guidelines 1999, detailed disclosure is enclosed as
per Annexure ''D'' and forms part of this report.

DIRECTORS

In accordance with the requirement of the Companies Act, 1956 and
Article 170 of the Articles of Association of the Company, Shri P. M.
Mehta is liable to retire by rotation and being eligible, offers
himself for re-appointment at the ensuing Annual General Meeting. Shri
P.M. Mehta is not related to any Director of the Company.

The members of the Company in the Annual General Meeting held on 15th
September 2009 had appointed Shri Prakash M. Sanghvi as Managing
Director and Shri Jayanti M. Sanghvi & Shri Shanti M. Sanghvi as
Whole-time Directors of the Company for a period of five years, with
effect from 1st November 2008. Their current term of appointment is due
to expire on 31st October 2013. The Board at its meeting held on 25th
June 2013, approved their re-appointment for a further period of five
years w.e.f. 1st November 2013. It is proposed to re-appoint Shri
Prakash M. Sanghvi as the Managing Director and Shri Jayanti M. Sanghvi
& Shri Shanti M. Sanghvi as Whole-time Directors of the Company for a
further period of five years commencing from 1 st November 2013.

a. that in the preparation of the annual accounts, the applicable
Accounting Standards have been followed, along with proper explanations
relating to material departures;

b. that the Directors have selected such accounting policies and
applied them consistently and made judgments and estimates that are
reasonable and prudent so as to give a true and fair view of the state
of affairs of the Company at the end of the financial year and of the
profits of the Company for that period;

c. that the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956 for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities;

d. that the Directors have prepared the Annual Accounts on a ''going
concern'' basis.

Your Company has not invited or accepted any deposits from the
shareholders and public during the year within the meaning of Section
58A of the Companies Act, 1956.

STATUTORY AUDITORS

M/s. Mehta Lodha & Co. and M/s. S. R. Batliboi & Associates LLP, Joint
Statutory Auditors of the Company, hold office until the conclusion of
the ensuing Annual General Meeting and are eligible for re-appointment.
Your Directors recommend their re-appointment as Statutory Auditors of
the Company until the conclusion of the next Annual General Meeting of
the Company on such remuneration as may be fixed by the members.

The Company has received letters from both of them to the effect that
their reappointment, if made, would be within the prescribed limits
under Section 224( IB) of the Companies Act, 1956 and that they are not
disqualified for re-appointment within the meaning of Section 226 of
the said Act.

The Notes on annual accounts referred to in the Auditors'' Report are
self-explanatory and do not call for any further comments.

COST AUDITORS

In pursuance of Section 233B of the Companies Act, 1956 and an Order
no. F.No.52/26/CAB-2010 dated 03.05.2011 issued by Cost Audit Branch,
Ministry of Corporate Affairs, the Board of Directors at its meeting
held on 29th May 2012, based on the Audit Committee recommendations,
appointed M/s. N.D. Birla & Co., Cost Accountants, Ahmedabad as a Cost
Auditors to conduct the cost audit of "Steel Tubes & Pipes Products"
for the financial year 2012-13. The said appointment has been approved
by the Central Government.

The Cost Audit Report for the financial year 2011-12 was filed with the
Central Government on 18/12/2012 (due date for filing: 28/02/2013).

Based on the Audit Committee recommendations. Board of Directors has
re-appointed M/s. N.D. Birla & Co., Cost Accountants, Ahmedabad as a
Cost Auditors to conduct the cost audit of the products as stated above
for the financial year 2013-14 subject to approval of the Central
Government.

LISTING AND DEPOSITORY SYSTEM

Equity Shares of your Company continue to be listed on BSE Ltd. and
National Stock Exchange of India Ltd. Listing Fees for the year 2013-14
have been paid to them.

As the members are aware the Equity Shares of the Company are
compulsorily tradable in the dematerialized form by all the investors.
As on March 31,2013,97.91% of the Company''s total paid up capital of
4,64,16,509 Equity Shares is in dematerialised form. Members holding
shares in physical form are requested to convert their holding in
dematerialised form to avail various benefits offered by the Depository
system.

APPRECIATION

Your Directors wish to place on record their sincere appreciation for
the commitment and dedication of the Company''s team members by virtue
of which, this performance has been made possible. Your Directors are
thankful to the investors for their continued trust and support in the
Company.

Your Directors wish to place on record their gratitude for the valuable
guidance and support from Government of India, State Governments, Local
Authorities, Financial Institutions, Banks, Suppliers and other
stakeholders.

Your Directors commend the confidence and loyalty of the customers
whose delight will always be the Company''s core focus.

Your Directors look forward to the continued support of all
stakeholders for persistently achieving the growth realm.

For and on behalf of the Board of Directors

Place : Ahmedabad Prakash M. Sanghvi

Date : June 25, 2013 Chairman and Managing Director

Mar 31, 2012

The Board of Directors is pleased to present the 28th Annual Report
with audited accounts of the Company for the year ended 31st March
2012.

Your Directors are pleased to recommend a dividend of Rs. 3 (150%) per
equity share having face value of Rs. 2 each.

3. Review of Operations

A. General

The financial year 2011-12 has been challenging for the Indian economy.
It witnessed a slowdown due to weak industrial activity coupled with a
contraction in investments. Factors such as persistent and high
inflation, monetary tightening, expansion of trade deficits, weakening
of the rupee, negative global developments and domestic political
uncertainty have also contributed to it. There has been slowdown in the
advanced economies as well. Despite of the challenges, your company has
outperformed during the year under review and posted encouraging
results. The performance had established a new milestone for the
Company. The Company's efforts for all round improvement helped in
increasing the profitability.

B. Financial Performance

The Company could achieve revenue from operations of Rs. 1,221.74 crores
with a PBT of Rs. 139.16 crores and PAT before prior period item of Rs.
94.31 crores during the year under review as compared to revenue from
operations of Rs. 813.67 crores with a PBT of Rs. 112.70 crores and PAT
before prior period item of Rs. 82.11 crores during the previous
financial year. The Net Profit post addition of prior period item is Rs.
111.44 crores for the year under review as compared to Rs. 83.17 crores
during the previous financial year.

C. Operations

The Company's products enjoy applications in various industries
including oil and gas explorations, refineries and petrochemicals,
power industries i.e. thermal, nuclear and solar power plants,
chemical, fertiliser, desalination, aerospace and atomic energy, water
and sewerage, paper and pulp industries, etc. During the year under
review, there has been good demand for both stainless steel tubes and
pipes as well as carbon steel pipes from various sectors resulted into
optimum utilisation of capacities and robust performance during the
year under review.

4. Management Discussion And Analysis

A management discussion and analysis report is annexed and forms an
integral part of the annual report.

5. Directors

In accordance with the requirement of the Companies Act, 1956 and
Article 170 of the Articles of Association of the Company, Shri D. C.
Anjaria and Dr. V. M. Agrawal are liable to retire by rotation and
being eligible, offers themselves for reappointment at the ensuing
Annual General Meeting.

Shri D. C. Anjaria and Dr. V. M. Agrawal are not related to any
Director of the Company.

The information pertaining to conservation of energy, technology
absorption, foreign exchange earnings and outgo, as required under
Section 217(1)(e) of the Companies Act, 1956, read with the Companies
(Disclosure of Particulars in the Report of the Board of Directors)
Rules, 1988 is given as per Annexure 'A' forming part of this Report.

The Company has commissioned windmills at various places for 'Green
Energy Generation'. Thus contributing in every way possible towards a
greener and cleaner earth.

9. Particulars of Employees

The particulars of employees under the Companies (Particulars of
Employees) Rules, 1975 as amended up to date, which is required to be
included in the Directors' Report pursuant to Section 217 (2A) of the
Companies Act, 1956 is attached herewith as Annexure 'B' forming part
of this Report.

10. Auditors

M/s. Mehta Lodha & Co. and M/s. S. R. Batliboi & Associates, Chartered
Accountants, joint statutory auditors of the Company, hold office until
the conclusion of the ensuing Annual General Meeting and are eligible
for reappointment. Your Directors recommend their reappointment as
statutory auditors of the Company until the conclusion of the next
Annual General Meeting of the Company on such remuneration as may be
fixed by the members.

The Company has received letters from both of them to the effect that
their reappointment, if made, would be within the prescribed limits
under Section 224(1B) of the Companies Act, 1956 and that they are not
disqualified for reappointment within the meaning of Section 226 of the
said Act.

The Notes on annual accounts referred to in the Auditors' Report are
self-explanatory and do not call for any further comments.

11. Cost Auditors

In pursuance of Section 233B of the Companies Act, 1956 and an order
no. F.No.52/26/CAB-2010 dated 03.05.2011 issued by Cost Audit Branch,
Ministry of Corporate Affairs; your Directors have appointed N. D.
Birla & Co., Cost Accountants, Ahmedabad as a cost auditor to conduct
the cost audit of 'Steel Tubes & Pipes Products' for the financial year
2011-12. The said appointment has been approved by the Central
Government.

The Board of Directors has reappointed M/s. N. D. Birla & Co, Cost
Accountants, the cost auditors for conducting the cost audit for the
business as stated above for the financial year 2012-13 subject to
approval of the Central Government.

a. that in the preparation of the annual accounts, the applicable
Accounting Standards have been followed, along with proper explanation
relating to material departures;

b. that the Directors have selected such accounting policies and
applied them consistently and made judgments and estimates that are
reasonable and prudent so as to give a true and fair view of the state
of affairs of the Company at the end of the financial year and of the
profits of the Company for that period;

c. that the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956 for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities;

d. that the Directors have prepared the Annual Accounts on a 'going
concern' basis.

13. Corporate Governance Report

Your company has been practising principles of good Corporate
Governance over the years. The Board of Directors supports the broad
principles of Corporate Governance. In addition to the basic governance
issues, the Board lays strong emphasis on transparency, accountability
and integrity.

The Board has formed Code of Conduct for all Board members and Senior
Management of the Company and they have affirmed compliance during the
year under review.

The Board has received CEO/CFO Certification under sub-clause V of the
Clause 49 of the Listing Agreement.

The Company has formulated Code of Conduct for prevention of Insider
Trading as required by SEBI (Prohibition of Insider Trading)
Regulations 1992 as amended from time to time. The code ensures
prevention of dealing in the Company's shares by persons having access
to unpublished price sensitive information.

A separate report on Corporate Governance is enclosed as part of this
Annual Report and marked as Annexure 'C'. Requisite certificate from
M/s M. C. Gupta & Co., practising Company Secretaries regarding
compliance of Corporate Governance as stipulated under the Clause 49 of
the Listing Agreement is annexed to the report of Corporate Governance.

14. Employees Stock Option Scheme (ESOS- 2006)

As required by SEBI (Employee Stock Option Scheme and

Employee Stock Purchase Scheme) Guidelines 1999, detailed disclosure is
enclosed as per Annexure 'D' and forms part of this report.

During the year under review, the Company has allotted 40,650 Equity
Shares to the employees under the Employees Stock Option Scheme 2006.

15. Listing

Equity shares of your company continue to be listed on Bombay Stock
Exchange Ltd. and National Stock Exchange of India Ltd and Listing Fees
for the year 2012-13 have been paid to them.

16. Green Initiative

Your Directors would like to bring it to your notice that the Ministry
of Corporate Affairs (MCA) has taken a "Green Initiative in Corporate
Governance" allowing paperless compliance by Companies through
electronic mode and the Companies are now permitted to send various
notices/ documents (including annual report) to its shareholders
through electronic mode at the registered e-mail address of
shareholders.

To support this green initiative, we hereby once again appeal to all
members who have not registered their e-mail addresses so far are
requested to register their e-mail addresses, in respect of electronic
holdings with their concerned Depository Participant and in respect of
shares held in physical form with Registrar and Share Transfer Agent of
the Company.

17. Acknowledgements

Your company has outperformed in a challenging year and continues to
build shareholder value. Your Directors are hopeful of a good
performance going forward.

Your Directors would like to express their sincere gratitude for the
unstinted support from all stakeholders, Banks, Central and State
Governments.

The Directors would also like to place on record their heartiest
appreciation for the outstanding contribution by the employees in
achieving remarkable performance during the year under review.
For and on behalf of the Board of Directors

Place : Village: Indrad, Taluka Kadi Prakash M. Sanghvi

Date : 29th May 2012 Chairman

Mar 31, 2010

The Board of Directors is pleased to present the 26*1 Annual Report
with Audited Accounts of the Company for the year ended 31s1 March
2010.

Your Directors are pleased to recommend a dividend of Rs. 2.20/- per
Equity Share (110%).

3. REVIEW OF OPERATIONS: A. GENERAL:

The year under review started with legacy of previous year which
witnessed one of the worst economic crises in the world history
affecting every economy and business irrespective of its location,
size, technology or nature of the products. Your companys business was
also affected because of these global events and as a result,
performance during the year has been impacted to some extent. Global
markets have remained subdued affecting the overseas demand and as a
consequence, exports were low. On domestic front, however, the
situation has been better. The management has taken up initiatives to
consolidate the Companys presence in both, international as well as
domestic markets, enhance the product range and customer base,
strengthen the organisational structure and systems to minimise the
impact of the slow down and prepare itself for the future.

B. FINANCIAL PERFORMANCE:

During the year under report, the Company has posted gross income at
Rs. 89,988.16 Lacs. Not withstanding the challenges posed by
recessionary conditions in the user industries, it has been possible to
control some of the costs and safeguard the margins. As a result of
these efforts, the profit before tax stood at Rs 13037.46 Lacs, higher
by 18.55 % as compared to the previous year. The Company has posted
profit after tax of Rs. 8142.71 Lacs which is higher by 14.35 %.

C. OPERATIONS:

Barring some of the products, where optimum utilisation of capacities
could not be achieved due to market conditions, inspite of the
recessionary conditions, it has been possible to utilise the capacities
to the optimum levels possible. Looking to a very positive investment
scenario in Power sector, the Company has undertaken projects for
increasing the capacity in SS Welded HP Heater Tubes and manufacture of
Titanium Welded Tubes. These are expected to be operational during the
third quarter of FY 2010-11.

4. MANAGEMENT DISCUSSION AND ANALYSIS:

Management Discussion and Analysis Report for the year under review is
set out as separate Annexure "A" forming part of this Report.

5. DIRECTORS:

In accordance with the requirement of the Companies Act, 1956 and
Article 170 of the

Articles of Association of the Company, Shri P. M. Mehta is liable to
retire by rotation and being eligible, offers himself for
re-appointment at the ensuing Annual General Meeting.

The statement pursuant to Section 217(1)(e) of the Companies Act, 1956
read with the Companies (Disclosure of Particulars in the Report of
Board of Directors) Rules, 1988 is given as Annexure "B" forming part
of this Report.

9. PARTICULARS OF EMPLOYEES:

The particulars of employees under the Companies (Particulars of
Employees) Rules, 1975 as amended up to date, which is required to be
included in the Directors Report pursuant to Section 217 (2A) of the
Companies Act, 1956 is attached herewith as Annexure "C" forming part
of this Report.

10. AUDITORS:

M/s. Mehta Lodha & Company, Chartered Accountants, retire and are
eligible for re- appointment. Your Directors recommend their
re-appointment as Statutory Auditors of the Company until the
conclusion of the next Annual General Meeting of the Company at such
remuneration as may be fixed by the Members.

a. that in the preparation of the annual accounts, the applicable
Accounting Standards have been followed, along with proper explanation
relating to material departures;

b. that the Directors have selected such accounting policies and
applied them consistently and made judgments and estimates that are
reasonable and prudent so as to give a true and fair view of the state
of affairs of the Company at the end of the financial year and of the
profits of the Company for that period;

c. that the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956 for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities;

d. that the Directors have prepared the Annual Accounts on a going
concern basis.

12. CORPORATE GOVERNANCE REPORT:

Your Company has been practising principles of good Corporate
Governance over the years. The Board of Directors supports the broad
principles of Corporate Governance. In addition to the basic governance
issues, the Board lays strong emphasis on transparency, accountability
and integrity.

The Board has formulated Code of Conduct for

all Board members and Senior Management of the Company and they have
affirmed compliance during the year under review.

The Board has received CEO / CFO Certification under Clause V of the
revised Clause 49 of the Listing Agreement.

The Company has formulated Code of Conduct for prevention of Insider
Trading as required by SEBI (Prohibition of Insider Trading)
Regulations 1992. The code ensures prevention of dealing in companys
shares by persons having access to unpublished price sensitive
information.

A separate report on Corporate Governance is enclosed as part of this
Annual Report and marked as Annexure "D." Requisite certificate from
the Statutory Auditors of the Company regarding compliance of Corporate
Governance as stipulated under the revised Clause 49 of the Listing
Agreement is annexed to the report of Corporate Governance.

13 EMPLOYEES STOCK OPTION SCHEME (ESOS-2006)

As required by SEBI {Employees Stock Option Scheme and Employees Stock
Purchase Scheme) guidelines 1999, detailed disclosure is as per
Annexure "E" and forms part of this report.

During the year under review, the Company has allotted 9,43,384 Equity
Shares to the employees of the Company under the Employees Stock Option
Scheme 2006.

14. LISTING:

Shares of your company continue to be listed on Ahmedabad and Bombay
Stock Exchanges and National Stock Exchange, Mumbai and Listing Fees
for the year 2010-11 have been paid to them.

15. ACKNOWLEDGEMENTS:

The Directors hereby place on record their commendation of the valuable
contribution by the employees. The Directors also express their
gratitude to the Shareholders, Customers, Suppliers, Banks and the
Central and State Governments for their unwavering support to the
Company.